Exhibit 10.32
CONFIDENTIALITY AGREEMENT
PARTIES
This Confidentiality Agreement, is between BioLynx, Inc., a business
located at 0000 Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000 (and hereinafter
"BioLynx") and Xxxxxx Xxxxx (hereinafter "Receiving Party").
RECITALS
Whereas, in connection with certain proposed business transactions
("Projects") products or information in the nature of product designs,
illustrations, prototypes and software may be provided by BioLynx to Receiving
Party and certain of Receiving Party's affiliates for the purposes of
manufacturing, tooling, mold designing, advertising, marketing and other means
in furtherance of or including, but not limited to, product sales, production,
licensing or other rights thereto;
Whereas preliminary to a Project, or during the course of a Project certain
proprietary works may be produced or disclosed;
Whereas, all proprietary works produced by Receiving Party at the direction
of BioLynx are conveyed to BioLynx and are not made available to third parties,
or used for personal gain by Receiving Party regardless of whether such works
were produced or disclosed to Receiving Party, or any other party, before or
after the date hereof; and
Whereas, it is agreed that Receiving Party is willing to covenant not to
make available any works disclosed by BioLynx or produced for BioLynx at the
direction of BioLynx.
NOW, THEREFORE, BioLynx and Receiving Party hereby agree as follows:
I. OWNERSHIP OF DISCLOSED PROPRIETARY ITEMS
By disclosing information (including, but not limited to, product designs,
illustrations, prototypes and software), BioLynx does not grant any express or
implied license or other rights to or under patents, copyrights, trademarks,
service marks or trade secret information of BioLynx.
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II. CONFIDENTIAL INFORMATION
Receiving Party shall not divulge or communicate to any person (other than
those whose province it is to know the same or with proper authority) any of the
trade secrets or other confidential information of BioLynx, BioLynx's
subsidiaries and/or affiliated persons or entities which may have been received
or obtained during the course of this Agreement. This restriction shall continue
to apply after the termination of this Agreement without limit in point of time
but shall cease to apply to information or knowledge which may come into the
public domain.
For purposes of this Agreement, the term "Confidential Information" shall
include, without limitation, information (including product designs,
illustrations, prototypes, and software), records, know-how, technology,
business plans, policies, strategies and/or practices, trade secrets, written
documentation, electronic files, computer programs, illustrations, edited works,
and financial and/or operating data relating to BioLynx or BioLynx's existing or
potential Business policies or practices.
III. FAILURE OF TRANSACTION
All information and all copies of information (including all product
designs, illustrations, prototypes and software) will either be destroyed or
returned to BioLynx upon request, in the event negotiations for Project are
terminated. Receiving Party agrees not to retain any copy, summary or extract of
Information provided to it by BioLynx. Upon request of BioLynx, Receiving Party
shall provide a certification from an appropriate officer that the requirements
of this paragraph have been satisfied in full.
IV. MANDATORY DISCLOSURE
In the event that Receiving Party or anyone to whom Receiving Party
transmits Information pursuant to this Agreement becomes compelled by law or by
any court or governmental agency to disclose any of the Information, Receiving
Party will provide BioLynx with prompt notice prior to the disclosure so that
BioLynx may seek a protective order or other appropriate remedy and/or waive
compliance with the provisions of this Agreement. In the event that such
protective order or other remedy is not obtained, or that BioLynx waives
compliance with the provisions of this Agreement, Receiving Party will furnish
only that portion of the Information which is believed to be legally required
and will exercise its best efforts to obtain assurance that confidential
treatment will be accorded the Information.
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V. ADDITIONAL NONDISCLOSURE
Receiving Party agrees that, without the prior written consent of BioLynx,
it will not disclose to any other person or entity the fact that Information has
been made available by BioLynx, that discussion or negotiations are taking place
concerning a possible transaction involving either BioLynx or Receiving Party,
or any of the terms, conditions or other facts with respect to such possible
transaction.
VI. CHOICE OF LAW
The laws of the State of Texas govern any interpretation of the provisions
of this Agreement without regard to Conflict of Law principles.
VII. INJUNCTIVE RELIEF
Receiving Party acknowledges that in the event of any breach of this
Agreement by Receiving Party, Receiving Party affiliates, agents representatives
or employees, BioLynx shall be irreparably harmed, and remedies at law may be
inadequate to protect against breach of this Agreement, and Receiving Party
hereby agrees in advance to the granting of injunctive relief in favor of
BioLynx without proof of actual damages, in addition to any right at law to
damages (including reasonable attorneys' fees and costs) arising out of or
resulting from such breach.
IN WITNESS WHEREOF, the parties hereto confirm, Accept and Agree to the
foregoing Agreement by executing herein below.
BioLynx, Inc.: RECEIVING PARTY:
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/s/ Xxxx X. Xxxxxx XX /s/ Xxxxxx X. Xxxxx
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By: XXXX X. XXXXXX By: XXXXXX X. XXXXX
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Title: Chairman of the Board Title: President
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Date: January 25, 2000 Date: January 25, 2000
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